1701 Market Street Morgan, Lewis
Philadelphia, PA 19103-2921 & Bockius LLP
215-963-5000 Counselors at Law
Fax: 215-963-5001
September 14, 2007
Touchstone Strategic Trust
303 Broadway
Suite 1100
Cincinnati, OH 45202
Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14
under the Securities Act of 1933 (File No. 333-134486)
Ladies and Gentlemen:
We have acted as counsel to the Touchstone Strategic Trust (the "Trust"), a
Massachusetts business trust, in connection with the above-referenced
registration statement on Form N-14 (the "Registration Statement"), which
relates to the Trust's shares of beneficial interest, without par value of the
Touchstone Diversified Small Cap Growth Fund (collectively, the "Shares"). This
opinion is being delivered to you in connection with the Trust's filing of the
Registration Statement to be filed with the U.S. Securities and Exchange
Commission (the "SEC") pursuant to Rule 488(a) of the Securities Act of 1933
(the "1933 Act"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:
(a) a certificate of the Commonwealth of Massachusetts as to the
existence of the Trust, which is duly authorized and validly
existing under the laws of the Commonwealth of Massachusetts;
(b) copies of the Trust's Agreement and Declaration of Trust and of all
amendments and all supplements thereto (the "Declaration of Trust");
(c) a certificate executed by Jay S. Fitton, the Secretary of the Trust,
certifying to and attaching copies of the Trust's Declaration of
Trust and Amended and Restated By-Laws (the "By-Laws"), and certain
resolutions adopted by the Board of Trustees of the Trust
authorizing the issuance of the Shares; and
(d) a printer's proof of the Registration Statement.
In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Trust. We have assumed that the Registration Statement, as filed with the SEC,
will be in substantially the form of the printer's proof referred to in
paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration of Trust and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and non-assessable
under the laws of the Commonwealth of Massachusetts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP